Procurement

Terms and Conditions

Terms and Conditions

1. General1.1 These Terms & Conditions have been prepared in accordance with UK law. If the SB DIRECTORY web site is accessed from a country other than the UK the Information and the Terms and Conditions may not satisfy the laws of that country. Relevant English law will apply to these Terms and Conditions and the relevant courts of the United Kingdom will have exclusive jurisdiction.

2. Scope of Contract2.1 Acceptance of these Terms & Conditions, as evidenced by an application for registration and, if appropriate, the payment of any relevant fee, shall form the contract (“the Contract”) between the parties.2.2 The British Association for Supported Employment (BASE) administers the SB DIRECTORY and shall be regarded as the party referred to as the "SB DIRECTORY".2.3 This document describes the rights, responsibilities and duties of the SB DIRECTORY and the business or organisation as identified in the Contract (the “Member”).2.4 These Terms & Conditions constitute the sole obligations to be undertaken by SB DIRECTORY, and the sole rights and remedies of the Member, to the exclusion of all other representations, statements, terms, conditions whether express or implied, except for fraudulent misrepresentation.

3. Acceptance3.1 The person named as submitting the company listing form accepts these ‘Terms and Conditions’ on behalf of the Member and must be authorised by the Member to agree such undertakings.

4. Obligations of SB DIRECTORY4.1 The SB DIRECTORY offers an online web-based directory service to the Member in respect of the products and services (The “Information”) the Member offers to their clients.

5. Obligations of the Member5.1 Content The Member is responsible for the content of their company’s Information and is expected to maintain its accuracy and to ensure that contact details and links are up to date. The Member must notify the SB DIRECTORY of any errors or dead links which they are not able to correct.The Member must not to transmit at, or by any link from, the Supported Business website any unlawful, defamatory, abusive, pornographic, vulgar, harmful, racist or otherwise offensive material of any kind. The SB DIRECTORY reserves the right to challenge any Information content that it considers to be offensive or in any way unlawful in nature.5.2 Copyright The Member must own or have authority to use any trade name, trade mark, BSI standard or other quality assurance mark, Trade Association or other accreditation logo that is used in their products and services. The member must own the copyright of the Information, which must not infringe any copyright owned by a third party.The Information provided to the SB DIRECTORY must not infringe the rights or pass off the goodwill of any third party.

6. Suspension6.1 The SB DIRECTORY reserves the right to remove a Members’ Information from the Directory at any time should it discover that the member is in breach of these Terms & Conditions. If such actions are deemed necessary the Member will be fully briefed and given reasonable opportunity to take corrective action before the decision is implemented. The SB DIRECTORY reserves the right to publish the fact that such action has been taken.

7. Appeals, disputes and complaints7.1 All complaints relating to the SB DIRECTORY should be made in writing to the BASE Secretariat. Complaints will be acknowledged in ten working days, investigated and answered normally within twenty eight working days. In the event that the SB DIRECTORY answer is rejected by the complainant the dispute, and attendant costs, will be referred to the Institute of Arbitrators for binding arbitration.

8. Member Warranty8.1 The Member hereby warrants the completeness and accuracy of the Information supplied to SB DIRECTORY for the purposes of the Contract, both at the time of supply and subsequently.8.2 If the Member’s activities, conduct or advertising and promotion fall within the regime regulated by the Financial Services Authority, the Member warrants that it is registered in the conduct of business by the Financial Services Authority if required to be so registered and that the content of the Information provided has been approved by a person authorised to approve such Information under the financial services regulatory regime.8.3 The Member warrants that the business is a ‘supported business’ i.e. a business whose workforce comprises at least 51% disabled employees.

9. SB DIRECTORY Warranty9.1 SB DIRECTORY warrants that it will provide the services with reasonable care and skill. Subject to the foregoing, all conditions, warranties, terms and undertakings, express or implied, statutory or otherwise, are hereby excluded to the fullest extent permitted by law.

10. Service Fee10.1 Any applicable payment requested must be received before the Contract can commence.10.2 The fee structure on which the Contract is made is reviewed annually and published on the SB DIRECTORY website. The SB DIRECTORY reserves the right to amend its charges at any time.

11. Termination11.1 Each party may terminate the Contract by either:a) Notice – The initiating party may give one months written notice to the other and the contract shall terminate upon expiry of said three-month period;b) Default - immediately upon either party being notified by the other of any material breach of this Agreement if the same has not been remedied within 14 days from the date of receipt of said notification;c) Liquidation - if either party goes into liquidation, receivership or an administrator is appointed for all or part of the undertaking thereof; ord) Ceasing to trade - if either party ceases to trade, whether in whole or in part.

12. Liability12.1 The SB DIRECTORY shall not be liable to the Member, by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit, contracts or goodwill, loss or corruption of data or any indirect, special or consequential loss or damage (whether for loss of contracts, goodwill, profit or otherwise), costs or expenses, or other claims for compensation whatsoever (whether caused by the negligence of SB DIRECTORY, its employees or agents or otherwise and whether SB DIRECTORY had been advised of the possibility of the Member incurring or suffering the same) which arise out of or otherwise in connection with the performance or non-performance of the Contract by SB DIRECTORY for the Member.

12.2 The Member remains solely liable for any defect in their products and services and shall defend, protect and indemnify SB DIRECTORY from any and all, loss, costs, expense, claims or liability arising from the products and services.

13. Indemnity13.1 The Member hereby acknowledges that any such breach, default, non-compliance or non-observance by it of its duties and obligations owed under the Contract or otherwise may result in SB DIRECTORY being in breach, default, non-compliance or non-observance of its duties, liabilities and obligations owed to third parties such that SB DIRECTORY will be liable in damages or otherwise will sustain loss, costs or expense. Any such damages, loss, cost and expense are hereby agreed to be within the contemplation of the parties as being the probable results of any such breach, default, non-compliance or non-observance by the Member of its duties and obligations owed.

14. Force Majeure14.1 The SB DIRECTORY shall not be liable for any delay in or failure of performance in its obligations if that delay or failure is caused by circumstances beyond its reasonable control (“force majeure”) such as war, riot, civil commotion, strike, malicious damage, compliance with any law or governmental order, rule, regulation or direction, fire, flood, storm, act of God, failure of ISP or telecommunications provider in connection with the performance of this agreement and the time for performance shall be extended by the period of force majeure.

15. Confidentiality15.1 All personal details are stored and kept secure in compliance with the UK Data Protection Act 1998 to prevent any unauthorised access or distribution. The release of such Information will be subject to proof of identity.

16. Assignment16.1 Neither party shall assign this contract or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of the other.

17. Invalidity and Severability17.1 If any provision of the Contract shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provisions shall not affect the other provisions of the Contract and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

18. Headings18.1 The headings to these clauses are for ease of reference only and shall not affect the interpretation or construction of the Contract.

19. Notices19.1 All notices which are required to be given hereunder shall be in writing and shall be sent to the email address of the recipient set out in the Contract (provided that a transmission report for the full notice can be produced).

20. Changes20.1 SB DIRECTORY may change or add to these Terms & Conditions for security, legal, regulatory or other reasons for the improvement of the service and reserves the right to make changes to these Terms & Conditions at any time.

21. Statutory Rights21.1 No part of this Contract affects any statutory rights.